Spider Man Chronicles Volume 2: Conspiracy
by megamatt09
Summary: Three years after the first volume, Peter Parker is still your friendly neighborhood Spider-Man, and meets new challenges, both from new enemies and old enemies. The lesson remains the same, with great power, there must also come great responsibility. Peter/Gwen pairing. On indefinite hiatus until I get my interest back, if I ever do.
1. Chapter 1

**Chapter 01: Revenge of the Sinister Six Part One.**

An alarm could be heard for miles around. The ringing echoed for all to hear. A security guard tried to stop the quartet of masked thugs, but he found himself knocked to the ground. He crashed with a sickening thud, and rolled over. A lump rose on the back of his head, but the masked thugs were uncaring of that. All they were concerned about was the fact that they were getting away with what they thought to be the perfect crime.

"Look at this score, I tell you, get in, and get this stuff!" yelled one of the thugs happily. The thug turned around, a sadistic grin on his face. His fellow thugs all nodded, and they continued to move. At least until they found themselves face to face with someone who was extremely familiar to the thugs of New York.

Dressed in red and blue, in a spider themed pattern, he arrived. For the past five years, he had been a constant thorn in the side of the criminals both petty, and large in New York City Criminals groaned when he turned up. He had fought them all, a number of colored foes. Some weird foes to be honest and now Spider-Man stared down the criminals before him.

He stood in a confident pose, before he broke the silence.

"The only thing you boys have really scored is a one way trip to jail," Spider-Man said, and he stood, his web shooters at the ready. The thugs all charged Spider-Man one by one.

"Spider-Man, get him!" yelled one of the thugs. The thugs surrounded him for battle.

'_Yeah, that never gets old,' _Spider-Man thought, and the thugs began to engage him in battle one by one. This was getting to be way too easy. He fought them off one at a time.

Speed and precision had allowed him to be his best ally in the battle against crime. Webbing wrapped around the thugs, and pulled them down to the ground. The thugs landed with a crash. One of the thugs swung a crowbar at the back of Spider-Man's head, which would have been a bit of a problem in most situations.

The one problem with any attempted skull caving was that his spider sense went off. That allowed the web slinger to be able to duck, and dodge an attack. He tucked his head, and did a forward roll. He propelled himself up, and shot his webbing out once again. It wrapped around a lone thug, and sent him down to the ground.

All of the petty thugs were down on the ground, and webbed up in no time. Just in time for the police to arrive to pick them up for a nice stay in prison.

'_Yeah, here come the boys in blue, after I did all of the heavy lifting,' _thought Spider-Man to himself. He watched New York's finest cuff the criminals he webbed up. _'Never mind, it just comes with the territory. And besides, a few more thugs off of the street, there might come a day where people would not have to double check to see if they locked their doors. Maybe not, but I can keep dreaming. Got to keep the dream alive Spidey, got to keep the dream alive. And maybe I'll be able to head home early tonight."_

Spider-Man turned around, as the cops moved in to arrest the thugs. They gave their feeble protests, but they were wrapped up. Where else would they go? The web slinger turned around, and a couple of the officers of the law gave him a nod and a grunt of gratitude. He took that as his cue to book it on out of there.

His relationship with the police had been one that had its ups and downs. There were those officers of the law that called him a vigilante, and it was easy to see where they were coming from with those accusations. He did not agree with it. However, the web slinger understood what was happening.

He respected the work that the New York City Police Department did, every single day. It could not be easy dealing with some of the super powered criminals that had set up shop in New York City.

There were times where the police wanted to hunt him down just as much as the next criminal in line. And that interfered with his duties of saving everyone and everything like he did. That was annoying.

However, there were some cops who admitted that Spider-Man was a necessary asset to the city. For better or for worse he was out there every single day, patrolling the city. Making sure that the people were safe, and that no one gone too far.

'_It's so easy to take that next step, and really give these guys what for,' _Spider-Man thought, as he swung away from the scene of the crime. _'And the thing is, there would be more than a few people cheering me because of that. But it's just like Uncle Ben told me, with great power there must also come great responsibility. I just really hope there's not a time where I'm forced to make that tough decision. I've had some close calls. There were some times where I was tempted to take that final step. I just hope that there is not a day where I will be in that no-win situation." _

Spider-Man did one more swing around the city. The streets were quiet, eerily so. Perhaps tonight he could actually go home early. Nights like this were few and far between, so he cherished them while he could. Every single moment could present a danger. He half expected his spider sense to go haywire, and someone to take a shot at him.

If he had a dollar for every time something like that happen, he would actually be a rather rich friendly Neighborhood Spider-Man.

It had been a long road as Spider-Man, through high school and all of the way through college, but he had many more years left in him. He was in the prime of his life. He was still going strong, and keeping the city streets safe.

He swung home, with a smile on his face, and determination in his mind. The city was safe for now, and that meant half of his job was done. Although he could not help, but think this was some kind of calm before the storm.

* * *

A blonde girl dressed in a black tank top and jeans, with a black headband in her hair leaned back, stretching her arms. The last couple of weeks had been hectic, for both her and her boyfriend. Yet there was no question about it. The two of them had an accomplishment to be proud of. She turned around towards her desk, where a red haired girl was shown on the other end of the web cam.

"Finals were stressful," the blonde said and a smile spread across her face. "But we managed to survive them. Peter and I just about have the degrees in our hand, just graduation left to go."

"Hopefully it's not as eventful as the last time you graduated," the redhead responded. "Remember that one?"

Gwen shook her head. It was hard to forget given the circumstances.

"No, MJ, I don't think that any murderous psychopaths on gliders are going to ruin our graduation this time," the blonde said, and a smile spread across her face. That was followed by a bittersweet expression. "Three years ago it happened, that night on the bridge. I can't help, but still think about it."

"Anyone would Gwen, it's hard to forget a near death experience. And Osborn trying to use your body as a javelin would be something that would rank high on the list of traumatic memories."

Gwen Stacy smiled at her friend, Mary Jane Watson from the other end of the web cam. They were on separate coasts. However, it was nice to talk to her. They had come a long way since their earlier tensions.

"So how are things going in Hollyweird?" Gwen asked her.

Mary Jane fired back with a smile of her own. She then decided to explain why she was smiling "Well film school is really wrapping up. I got a few projects. I got to play nice with some people who aren't the best pillars of society. But that's a part of paying your dues. I haven't been blessed with a stalker as of yet, but one of the girls in my class is being stalked. It scared the poor girl half to death. Some guys won't take no for an answer."

Gwen nodded. With her father being who he was, she had heard all kinds of scary stalker stories. Captain George Stacy might have been deceased, but the stories he told to his daughter lived on.

"Stay safe out there, MJ," Gwen told her in a serious voice.

"Always am," Mary Jane replied with a smile. "So how are you and Peter doing?"

"We're doing well," Gwen told her. "Just the usual insanity that surrounds our lives, but we've got it down to a sweet science. My little suit is out of commission. The last go around with the Beetle took it out, but the Iron Spider should be back on line before you know it."

Gwen hoped it would be soon. She hated sitting indoors. She wanted to be out there, swinging the streets with Peter.

"That's good to here, from what I've heard most of the usual subjects are off the streets, and back in prison or Ravencroft," Mary Jane said, and the door creaked open. Gwen turned around, and a smile spread across her face.

She saw Peter standing in the door. She rushed over to greet him, wrapping her arms around him, and kissing him. The kiss was returned by Peter. The couple broke the kiss.

"Hi, Pete," Gwen said in an excited tone of voice. "Busy night?"

"Not too bad actually, just a few petty thugs here and there, nothing that I couldn't handle," Peter said. He gave her one last kiss. "So what have you been up to?"

"Oh, I've been just talking to Mary Jane," Gwen replied, and with another moment she turned around to face the computer. "Mary Jane, Peter's here, say hi to him."

"Hi Pete, hope you've been doing well lately," Mary Jane said. "Are you staying out of trouble?"

Peter replied with a grin. "Oh you know me, and trouble. We just get along well. But there hasn't been anything big going down. After our battle with the Beetle a couple of weeks ago, the costumed criminal circuit has been getting some downtime."

"Sounds to me like you finally have some time to catch your breath," Mary Jane said.

Peter thought that was the nicest way to put things. He had another tact.

"Or a calm before the storm," Peter said. He was happy that the incidents of costume crime had been few and far between. A rare mission with the Avengers or the X-Men or even the Fantastic Four broke the monotony. With exams just wrapping up, both Peter and Gwen were about ready to really get back into the thick of things. No matter how much they cherished the downtime.

"I'd like to stick around and chat a while, but I've got an early morning tomorrow," Mary Jane said. "I'll catch you two later."

"Bye, MJ," Peter said.

"Take care, MJ," Gwen said.

"Bye, Pete, Gwen," Mary Jane said with a smile.

Mary Jane disappeared, and Gwen turned to Peter. She had a very important subject to discuss with him, and one that they had been avoiding.

"Did you hear about Harry?" Gwen asked Peter.

Peter just remained silent. Over three years ago their best friend Harry Osborn had been put into drug rehab because of an overdose. He had a high dependency for pain pills, and they wrecked his life. Peter and Gwen had been able to visit him a handful of times when he left the hospital. However, he was cold and unresponsive to them throughout his rehab. It was almost like he was an entirely different person, and it soured their experiences with them. They wanted to remember Harry as the friend he was, not what he had been turned in.

"What's up with him now?" Peter asked Gwen.

Gwen decided to elaborate. "All of his rehab is over, and he's checking out. The rumor is that he's going to take control of Oscorp any day now. The board has been running it with a skeleton crew over the past couple of years since Norman's death."

Gwen and Peter remained silent for a few minutes. Peter broke the silence after a time.

"He's an entirely different person now," Peter told her. "And it's really hard to see."

Gwen nodded. A frown spread across her face.

"Tell me about it. Dad always told me that drug use changes a person, and rehab changes them even more. It's not easy to get off something that you're hooked on. If it was easy, there would be a lot more happy endings."

She sighed, and continued.

"And let's face it, addiction ran throughout the Osborn family. Norman Osborn might not have been addicted to any drugs, but power was his addiction. I just hope Harry can shake it off, and can get back to some kind of normal life."

It was something that she hoped for over the past three or so years ever since Harry went through his rehab.

'_A normal life, that would be a novel concept," _Peter thought to himself.

"I hope so too, Gwen, for his sake," Peter said. He looked at her. "Maybe now that Harry's out of rehab, he'll be able to get back to the Harry of old."

"I hope so, I really hope so," Gwen told Peter. She turned around. The days of high school were so simple, but now the real world was different and a headache.

She hoped the story of Harry Osborn had a happy ending.

"We'll keep reaching out to him, no matter how many times he shoves us away," Peter told her.

Gwen shared those sentiments one hundred percent of the way. She put her right hand on Peter's, a ring glinting on her finger. Peter led her over to the couch, and the couple sat down. They enjoyed a rare quiet evening alone, devoid of any studying for exams whatsoever, or crime fighting. It was an experience that they welcomed, and cherished.

"City seems quiet," Peter said breaking the silence.

"A bit too quiet, I'm almost waiting for the other shoe to drop," Gwen told him.

Peter's eyes snapped towards her. A smile spread across his face, and he gave Gwen a teasing nudge.

"And people say that I'm supposed to be the cynical one in this relationship."

Gwen replied back with a smile. "Well, I think that over the years, a great deal of your cynical nature has rubbed off on me. And it's not being cynical if we're learning from past experiences. I guess that comes with the territory, the cynical nature, being the future Mrs. Peter Parker."

"Yeah, I guess so, but there are perks," Peter replied to his fiancée with a smile spreading across his face.

"Oh, and do you want me to remind me of those perks?" Gwen asked with a raised eyebrow.

"I think I can indulge you, my dear lady," Peter replied, and he placed his hands firmly on Gwen's waist. He leaned forward, and stared into her eyes. "If you're ready for it."

"I was born ready, Mr. Parker," Gwen replied with a smirk, and she pushed Peter on the couch. She kissed him fully on the lips as Peter laid back. She slowly pulled back, and a smile crossed her face. "But I guess you need constant reminders."

Gwen put both hands on his chests.

"I don't think your spider sense will save you from me," Gwen remarked.

"No, something else is tingling," Peter retorted back. "So, I guess…mmph."

Gwen silenced him with another kiss, and she worked her hands underneath his shirt, tracing his stomach muscles. Peter worked his hands around her, and Gwen found her shirt pulled over her head as they proceeded to get into their activities.

It was amazing how many of their verbal banter sessions ended like this.

* * *

A figure dressed in a lavender suit stood at the end of a hallway. A pair of heavily armed bodyguards stood on either side of him. The man had an unremarkable looking face, free of any blemishes. He was clean shaven. There was a hat pulled over his eyes, which had been focused on the two bodyguards. The man leaned forward. He kept calm, and tapped his foot eagerly on the ground.

A third bodyguard walked up. He turned his head towards his boss. It was time.

"Everything's in position, the package is about to be delivered."

"Very good, stand by," the man said. He shifted, and tapped his foot.

The man was known as the Rose. He had popped up on the New York City criminal underworld around a year ago. He had discreetly tried to grab one hundred percent control of the underworld. After the power vacuum left by the departure of the Kingpin of Crime, there were several factions who were grabbing for territory. The Rose had grabbed the biggest piece of the territory, but his control was not completely assured.

He held a walking stick in his hand. His control might not be one hundred percent on the level. However, he would take steps to gain that control. There was one nuisance he observed that had baffled many. Despite the fact that one hero in a costume should not make the hardened gangsters of New York sweat, the fact was that he did.

The name for the pain of many was Spider-Man. The web slinger caused many headaches to those in the criminal underworld of New York. And now the Rose was plotting to eliminate that headache. He could feel the web slinger closing in on one of his operations. While he seemed to be blissfully ignorant for the most part, there was a chance that he was getting closer and closer.

Then all of his carefully laid out plans would be destroyed.

That could not happen. It was nearly three years of hard work and dedication to gain him the control that he now had possessed. He could not afford to lose it right now. Too much had been invested, both with time and money. It was quite fortunate for him that he had a plan. And that plan would spell the end for Spider-Man.

The fact that the web slinger had many enemies proved to be an advantage. Many of them had gone a few rounds with the hero, and were a bit sore for it. Revenge would be first and foremost on their mind. All the Rose had to do was call in a sufficient amount of favors. Security around these criminals was tight, but even the most hardened guards had a price.

And those who did not have a price, likely had a supervisor that had a price. It was just a matter of finding the right buttons to push, and cash in. Then they would be ready for business. It was amazing how much influence they could buy. While their coffers were not as handsome as the Kingpin's, they still had resources that would make many criminals drool.

The Rose picked up the walkie talkie.

"They have the package," the Rose said in a low voice. After he received confirmation, he replied. "Excellent, it's time to cut a few deals. I want these six released from custody and brought to me."

The Sinister Six had been a group of criminals that had given Spider-Man trouble in the past. Spider-Man did defeat them in the end. The group did have promise, but the Rose felt they could be under better management. Doctor Octopus's vein ego suggested that the group was only going to be an extension of his vendetta against Spider-Man. The group was only to set him up, so Ock could swoop in to take all of credit.

"I want Shocker, Rhino, the Vulture, Mysterio, Sandman, and the Beetle, release all six of them. They will serve to be my personal extermination squad. I give them protection, and I get a cut of the profits from their schemes. Get it done, and get it done now."

"Proceeding to release these six, and staging the biggest jail break in New York history to mask the extraction," the man on the other side of the line said.

Doctor Octopus had vanished underground years ago. It was after a particularly violent battle with Spider-Man, during his brief black suit period. The rumors were that the cancer had left him a shell of his former self. Only a couple of people had an idea where he was. The Rose thought he was a relic of the past. He had a few good ideas, but for the most part he was extremely useless.

The potential members for new and improved Sinister Six were at his fingertips. He would mold this ragtag group into a deadly fighting force. They would serve to be the backbone, the muscle for his criminal empire. All six of them would understand the value of joining forces with his empire. They had suffered countless defeats at the hands of Spider-Man.

Each and every single defeat stung to the core.

"Failure is not an option," The Rose said. He drummed his fingers. He checked his watch. "By the end of the week, Spider-Man will be nothing but another blurb in the obituaries. The Kingpin could have taken him out at any time."

It was his greatest and most frustrated theory. The Kingpin could have absolutely taken Spider-Man out at any time. Yet the Kingpin chose to keep the web slinger around as a hobby. Something of interest, and the Rose only saw him as an annoyance.

The Rose gritted his teeth. The clock ran down, and each and every second Spider-Man was on of the street represented a danger.

"It has begun, sir. You can expect your guests within the next few hours. Once the dust has cleared we'll have them at your doorstep."

The Rose folded his hands. He adjusted his face, which in reality was a mask. It was just a very realistic one. It hid his face. If anyone knew who he really was, there would be two problems. The first one was that he would not get any respect because of who his father was. And he would pay for the sins of said father.

The identity of the Rose was one he cultivated on his own. This would be his reputation, not anyone else's. And he would make his mark as the man who masterminded the demise of Spdier-Man. The Green Goblin, Doctor Octopus, and others failed, but the Rose would succeed and win the day.

X-X-X

Gwen rocked back and forth. The twenty one year old girl was at work on her means to help join Peter in the field of crime fighting. She carefully took a look at the Iron Spider suit that she was busy making a few minor adjustments to. There were a many better suits of super powered armor on the market. Yet Gwen felt she had to go with the girl that had brought her to the dance. It had served her well over the past several years, and help her get both her and Peter out of some rather tight spots.

As Gwen continued to work on her suit of armor, the music listened to was interrupted. There was a special bulletin. Most of the times this was the latest political snafu, and that would not normally interest Gwen. However, the nature of the news brought her attention away from the work rather quickly.

"We repeat, there has been a breakout at both Ryker's Island and at the Ravencroft Home for the Mentally Unstable. We are uncertain the full number of escapees at this time. However, the super criminals known as the Rhino, Vulture, Mysterio, Shocker, Beetle, and Sandman have all been among those who have been missing from both facilities. If you see any of these criminals, they are considered to be extremely dangerous. Do not under any circumstances approach them, and instead contact the local authorities. Captain Jean DeWolff of the New York City Police Department was unavailable for comment, but we were assured that she is personally leading a manhunt."

Gwen let out the breath that she had been holding. There was only one thing that came to her mind.

'_I guess that break was too good to last,' _Gwen thought to herself. Frustrated, she shook her head. She began to make her way up the stairs. Peter was waiting for her at the top of the stairs. The urgency could be seen on his face.

"So, I take it you heard the news."

"Yeah, I heard it," Gwen told him. "Six of your most dangerous enemies just happen to escape on the same night."

"I guess it would be too much to hope that it's a coincidence," Peter said, and Gwen responded with a sad smile, while shaking her head. Peter's expression faded, and true worry set in on his face. "Yeah, I thought that would be too much to hope for. The real question is who decided to spring the criminals? Shocker, Rhino, Vulture, Mysterio, Beetle, and Sandman all in the same night, and…"

Peter and Gwen exchanged a look as Peter stopped talking. Both were hit by the same exact thought at the same exact time. It was a race to see who would be able to speak first.

"You don't think that it would be the return of the Sinister Six," Peter managed.

Gwen frowned. Her heart skipped a beat, and the memories of the past returned to her. The last time the Sinister Six was around, they kidnapped her and used her as a hostage. That was one of her main motivators to really take a step up that lead her to adopting the Iron Spider suit.

"Without Ock, I don't know," Gwen said.

"You heard the rumors about Ock, they say he's dying," Peter said. "They've found no corpse but…maybe this is one last revenge plot before he dies."

"You'd think that he would expand his resources to get him the medical care he needs instead of trying to kill you," Gwen said. She realized what she said at that moment. She could have slapped herself because of the stupidity. "Then again, knowing that it's Ock, he would think that your death is more important than his life."

A pained grimace crossed Peter's face. This was all too true, and Gwen had a grim point. The fanatical schemes Doctor Octopus pulled against him in the past were still fresh in his mind. It put countless lives in danger. Gwen knew that better than anyone. Her father was killed in the crossfire during one of those schemes.

"Sad, that's the truth, isn't it?" Peter asked her and Gwen nodded. "So I guess I'll go see what I can do to round these guys up before they are going to cause too much damage."

"If you hold tight for a little bit, I can help you," Gwen said immediately. Peter gave her a questioning look. Gwen saw this immediately. The blonde girl cut off the protests. "Pete, you know six against two are better odds than six against one."

"I thought that the Iron Spider suit would be out of commission for a while yet," Peter said to her.

Gwen shook her head.

"I just got it up and working before I heard the news," Gwen said. "It's been breaking down a lot more lately, but I think I know what the problem is. Trust me Peter, it's ready to go."

Peter shook his head. He actually had another complaint that he felt the need to state.

"Without, you know, testing it first?"

Gwen's expression became a bit more determined.

"There's no time like the present," Gwen replied to him. "Besides, we can't really test that suit too much, unless it's practical. All of the critical systems are working, and there is an entire city out there that needs our help. What else is there to argue about?"

A grin crossed Peter's face.

"Okay, okay, you twisted my arm," Peter said to her, and Gwen just smiled back. Determined looks spread across both of their faces. The pair of them was ready for action. There were six criminals on the loose, but they had the upper hand.

Of course, both of them knew in the back of their minds that the real threat was the person who sprang these criminals from prison. There were a few suspects, and their minds kept pointing back to the obvious one.

* * *

A group of costumed criminals walked forward, dressed in a number of colorful outfits. One of them wore a purple outfit, with a green cape, and a fishbowl over his head. He was known as Mysterio. He was the master of illusion, and was known for colorful schemes.

The second man was a man with sandy hair wearing a sweater and blue jeans. He could turn into sand. He was called the Sandman. He was always after the big score, and trying to steal all kinds of diamonds and rare antiques.

The third man was dressed in black with goggles. He had powerful gauntlets. He was called Shocker. He was a career criminal that had been upgraded by the Kingpin of Crime years ago.

The fourth man wore a grey bodysuit, with a rhino horn. The armor was thick, and could not be penetrated by any attack. He was called Rhino. He was a government super soldier that had been abandoned. He had gotten into crime.

The fifth man was an elderly bald man with sunken in eyes, and a beak like nose. He wore a black bodysuit, with red spiked wings. He was called the Vulture. Ever since Norman Osborn had stolen his inventions, he had turned to a life of crime. He made it his mission to kill Spider-Man for robbing him of his vengeance against Norman Osborn.

The sixth man wore a black and silver bodysuit. He was called the Beetle. He was a former employee of Tony Stark. He designed his own suit of armor to gain revenge. He also worked as a mercenary for HYDRA for a brief time.

All six criminals looked at each other.

The Sandman was the one that broke the silence. "So do any of you know why we're brought here?"

The entire group shook their heads Mysterio was the first one who answered in his own boisterous manner.

"I have no clue why I was brought here. However, this had better be a scheme fitting of the masterful magnificence of Mysterio!"

He said that statement in a booming declaration. The entire group of criminals shook their heads at his over the top demeanor. It was something that some were used to. He was really a large ham. The entire group stood around, and all blinked immediately.

"I grow tired of this game, I want to know answers, and I want to know them now," Vulture said in a rough voice. He held out his spiked claws, and spun around. His teeth gritted sadistically.

He did not have to wait very long to answer. They were about to go face to face with the benefactor of their breakout. A man dressed in a lavender suit, with a derby hat and leaning a silver cane stepped forward. His face was normal looking, unremarkable, and free of any blemishes whatsoever. He surveyed the entire group.

"Quentin Beck, Flint Marko, Abnor Jenkins, Alexander O'Hirn, Herman Schultz, and Adrian Toomes, I have called you here to present you with an offer that you cannot refuse," The Rose said.

Mysterio could not help, but offer his two cents. He stood, and observed this figure. He peered at him from behind his fishbowl. His cape fluttered in the wind.

"Just who are you?" Mysterio demanded. It was a surprisingly understated statement.

The mob boss stood on his feet, and leaned across his cane. A grin crossed his face. "You may call me the Rose. I'm the new ruler of the underworld of New York."

Rose's statement got a few whispers.

"I did here rumors that someone was trying to take control of the New York City criminal underworld," Vulture said. The old man stared at the Rose, through his beady little eyes. "But, what could you want with us."

The Rose answered immediately.

"At one time or another, you have all been humiliated by Spider-Man. It is absolutely alarming to see you embarrassed to such a degree. Men of your talents cannot defeat the web slinger one on one. This has been sadly proven. However, if you work together, we may find some kind of common ground, and defeat Spider-Man, putting him down once and for all."

The group of criminals talked to each other, and nodded. It was the Sandman who had the next concern that he was going to address.

"You mean form another Sinister Six," Sandman replied, and the Rose nodded. The Sandman continued to look skeptical and rather distrustful. Past experiences told him that this was not a good idea. "Been there, done that, done the team up thing twice before, and we eventually got thrashed. It didn't end well. I work better alone."

"The egos of the Mad Thinker and Doctor Octopus both pointed towards the fact that they would be the center attraction," The Rose argued. He hoped to sell them on this idea. "The Sinister Six is a sound idea, but you need discipline and focus. There is one common goal. It doesn't matter who lands the final blow on Spider-Man. It only matters if the final blow is landed. Am I right?"

The assembled group of super criminals stood. Some of them had their reservations, but others were ready to step into battle with Spider-Man one more time. Surprisingly, it was the Rhino who spoke up first. The large man spoke in a gruff, and determined voice.

"Yeah, I've been wanting to squash that bug for years now," Rhino said. His eyes narrowed.

"The six of us would make a formidable team," Mysterio agreed. He thought that he would need some back up for his latest criminal performance against Spider-Man.

"Yeah, I'm sick and tired of being the laughing stock of this city," Shocker said.

Vulture remained thoughtful, and he nodded, a foul expression on his face. "I do agree, Spider-Man needs to be stopped, and our collective will be the group to do it."

The Beetle nodded slowly, not saying one word. Sandman was convinced.

"You will have protection from every crime that is committed, after I receive a cut of ten percent for all proceeds," the Rose said.

The assembled group stood to let this sink in. That was unsurprising to them. They knew there had to be a catch. There always was. Each and every member of the new and improved Sinister Six all nodded. They were in this together, until the bitter end.

The Rose hid the smirk behind his mask. Everything was going according to schedule. In a number of days, the only thing he would be reading about Spider-Man was the web slinger's tombstone. Now it was time to wait, and to watch.

The plan would come into motion.

* * *

Iron Spider and Spider-Man swung down from the buildings. The two spider themed heroes have to find these six criminals. They had been going around in circles for hour after hour. They wondered if whatever plan that these six villains were plotting, if it was going to occur tonight. One of the worst things for any super hero is playing the waiting game. The two arachnids jumped down.

"Maybe we jumped the gun a bit too much?' Spider-Man asked. It sure did seem that way. The streets were quiet. Peacefully quiet, although perhaps it was not the good kind of peace. It was the eerie peace, the type that caused everyone to remain on guard. They took a few breaths, and stepped forward.

The sound of police sirens pierced the air. Iron Spider peaked forward, and tried to use the radio inside her suit to tap into the signal. She got it clear, so both she and Spider-Man could listen.

"An all points bulletin is being issued," Iron Spider said. She frowned beneath her helmet. She adjusted herself. "It's the Rhino. He's tearing up Time Square."

"Figures he'd be the one to have a temper tantrum," Spider-Man said. He clicked his web shooters into place, and a line of webbing shot out of his wrist. It latched onto a ledge. Iron Spider copied his movements with her suits. She had gotten the aim right after many missteps. The two spiders swung forward, and moved towards the scene of crime.

They were greeted to an ugly sight, in more ways than one. The police department surrounded Rhino. They had tasers in their hands. The gigantic brute lumbered forward. He was not going to go down that easy. He picked up a barrel.

"Just put it down, Rhino, and no one has to get hurt."

Rhino just laughed. "I'm not going to get hurt by anything you wimps do to me. You cops on the other hand, well you might have a problem."

He launched the barrel at the police who scattered. The panicked population ran around, frightened to death. Rhino strode forward, and cracked his knuckles. He grunted, ready for a fight. He stampeded forward. He was about ready to crush these officers.

A line of webbing shot forward. It wrapped around his horn, and yanked him to the ground. Rhino somersaulted forward, and landed with an absolute crash. He looked up, to see Iron Spider and Spider-Man. A grin cracked across his face.

'_And I don't like the look of that,' _Spider-Man thought. He could tell by Gwen's body language that she did not like the looks of that either.

Rhino cracked his knuckles, and stood. He laughed, and motioned forward.

"They showed up just as you thought, boys,' Rhino said.

"Predictable as always, but who could expect something from a mundane mind such as the web slinger. He does not have any way to match the wits of Mysterio."

Mysterio popped at this moment. The ground shifted beneath them. Sandman showed up, ready for a fight. A figure buzzed above him. He was silent and sadistic, he was the Beetle. His vocal cords had been damaged in a previous battle with Spider-Man, hence his inability to speak. Vulture took up the rear, and then Shocker appeared.

The group made six.

The new and improved Sinister Six, and they stood before them.

The spider themed hero and heroine exchanged an expression. They tensed up ready for battle. They knew no matter what they were in for a fight. And the fact that the group took hostages increased the peril.

It was time to find a way out of this one.

**To Be Continued in Revenge of the Sinister Six Part Two. **


	2. Chapter 2: The Return Part Two

_Finally, a new chapter, but just a note that updates will be rather sparse for a while at least until June. _

**Chapter 02: Return of the Sinister Six Part Two. **

The Sinister Six closed in. Sadistic intentions danced in the eyes of every single member of the group. All six criminals were ready to put a savage beating on both arachnids. The two exchanged a look. Spider-Man and Iron Spider stood their ground. The Beetle hovered above them. A buzzing could be heard, and the criminal extended one hand. Sandman seemed to understand what that meant, and he rose up, before he sent a large sand hammer.

"That trick never gets old," Spider-Man commented, unable to help himself. He ducked his head, and rolled out of the way.

Sandman furiously went back to the attack. He tried to smash his way into Spider-Man with attack after attack. The web slinger rushed forward. Webbing splattered through the air, but the villain turned into sand particles. Sandman disappeared, and Rhino rushed in. Iron Spider shot electrical webbing. It wrapped around the feet of Rhino. He staggered to the ground. Shocker stepped forward this time, and a sonic pulse shot forth. It did not do any damage to the heroes, however it loosened the bricks.

The number one rule of super hero etiquette was that the civilians came first. That's what Spider-Man and Iron Spider did. They rushed in to help the civilians. The civilians were in a panic, and were shaking.

"Everyone move, that's it don't be afraid," Iron Spider said. She led them away. This never got any easier. There were always some people that panicked easily. She watched as Spider-Man held everything in place. Thankfully no was hurt.

Well except for the two of them when Rhino rushed in the attack as well. Rhino was tripped up by Spider-Man when his webbing wrapped around his feet. This distraction allowed Vulture to hover above the skies. His beady little eyes peered downwards, and sadistic intentions crossed his face.

"We need to clip his wings," Spider-Man managed.

Iron Spider nodded. She extended up on metal spider legs, to engage Vulture more properly. This proved to be a tactical error. Rhino rammed into her legs. She wobble from the impact. Spider-Man latched his webbing on a piece of rubble, and flung it to the side. It smashed into Rhino's chest and staggered him. Rhino grunted, and turned his beady little eyes towards Spider-Man.

"Just wait until I get my hands on you, web head," Rhino grunted.

Rhino rushed Spider-Man. The web slinger dodged out of the way. The Sinister Six circled the two of them.

"This is futile, Mysterio said, and he held his hands. Holographic images of all of the criminals appeared. "Now we bring this to an arena where things are more cerebral, and where true wits can be matched. Whether it be one spider or two, no one can match the masterful might of Mysterio!"

Mysterio had gotten new technology as a perk for his partnership with the Rose, and his participation in the new and improved Sinister Six. So the Master of Illusion was making the most of it. It had been a long time since had gotten such an opportunity.

"Not to mention his ego," Iron Spider said. Both heroes regrouped, and the ground cracked beneath them. "So what's the plan right now?"

Spider-Man thought for a moment. The answer struck him. "Try and scan for heat signatures. That should separate the doubles from the real things. I hope."

Iron Spider agreed, and she began to scan immediately. It took a couple of moments to pick up anything intangible. She picked up a heat signature, and everything hummed. Immediately, she zeroed in on the attackers, and swooped down for the attack. She sent a line of webbing. The webbing fired out, and wrapped around the real Beetle. The two spiders did a tandem attack, and knocked him to the ground. Beetle crashed down to the ground.

Shocker cursed as once again he was knocked down. He staggered back, and shook off each and every movement. He turned towards Mysterio, who scowled and frowned.

"You got any other bright ideas, fishbowl head?" Shocker asked him.

Mysterio scoffed at the ignorance of this poorly dressed criminal. Of course he had other ideas. He had unlimited imagination. He was Mysterio. The ideas flowed through him like fine wine.

"We must retreat, and lure them in, make them come to us," Mysterio told them. He stood on his feet, his cape fluttering in the breeze. Shocker gave them the cover they needed, and blasted the street. Rhino started hurling the debris right and left. Iron Spider blasted the debris out of the way. "Trust me, we will have the day, and we will seize the moment. For now fall back!"

"First bright idea you've had," Sandman said, and he disappeared into sand. The other criminals made their own way away from the scene of the crime.

Spider-Man stood, with his arms folded. A bit of a scowl would be seen had his face been uncovered. He could almost sense that Gwen was thinking the same exact thing that he was.

'_They can't be serious, they really can't be serious,' _Spider-Man thought to himself. He knew by now that Mysterio would have planted a decoy. It was his game.

"I don't think they planned this really well, did they?" Iron Spider asked. Spider-Man stopped immediately, and shook his head. He grabbed her arm, and took a deep breath.

"That's what they wanted us to think. They're playing the incompetent criminal act so they can lure us into a false sense of security."

Spider-Man stood rigid, and the moment he stood there his spider sense went off. It was going absolutely insane. Before he could communicate this fact to Gwen, two giant sand fists popped up. They nailed both Spider-Man and Iron Spider directly in the face. One flew to the right, and one flew to the left. They both crashed onto the ground with a solid thud.

"Did anyone get the number on that truck that just hit me?" Spider-Man slurred.

"You really think you're funny, don't you web head? Let's see how funny you are when you and your little girlfriend are separated, and you can't work together."

A large wall of sand appeared right beside Spider-Man. Spider-Man tried to smash through the wall. The web head was bounced back to the ground.

'_Great, just great, just when today couldn't get any worse, this happens,' _Spider-Man thought, and he stood rigid. He immediately was visited by another thought. _'And Gwen's trapped on the other side, and I'm trapped here with them.'_

Spider-Man braced himself for an attack. Vulture hovered from above. Shocker moved in off to the side. And Mysterio brought up the back end. It was three against one. The Sinister Six were using the commonly used tactic of divide and conquer. Spider-Man armed his web shooters, and took a deep breath.

There was no two ways about it. He was in a sticky situation. This was going to take every ounce of his cunning to get out. He armed his web shooters.

No pun intended, obviously. He dodged Vulture's attempt to bombard him with laser blasts, and Shocker's attempts to bombard him with the energy from his gauntlets. If he had managed to use their powers against them somehow, he might have a chance.

Until he figured that out, he was going around in circles with the Sinister Six. His heart thumped against his chest. The battle was going to rage on.

* * *

The wall of sand was hardened. Gwen had to admit that Sandman had an uncanny ability to utilize his powers to the fullest extent. She aimed her wrist blasters, and tried to cut through the wall. However, nothing happened. The sand wall was not even cracked. She could not worry about breaking free, and trying to rescue Peter now. Rather, she had to deal with the impending charge of Rhino.

"I'll cut you open girl!" Rhino growled. He charged at her. Iron Spider moved around with speed and agility.

Iron Spider sighed, and jumped out of the way. Rhino crashed into the Sandman's stabilized form.

"Hey, watch it!" Sandman yelled.

Iron Spider kicked up, and launched herself at Rhino. Rhino was slammed down to the ground. The pavement cracked from the impact. Rhino grabbed the suit of armor, and flung her off. She staggered from the impact, but remained on her feet. All she had to do was maintain a cool head, and everything should work out fine.

At least in theory, but she realized that Rhino was not the only opponent in the ring. The sadistic assassin known as the Beetle charged her. Beetle flapped his wings, circling the Iron Spider. She sent a line of electrified webbing towards him. He sliced through her attacks, and bounced back up to the attack.

She tried to attack again and again, but he dodged her again and again. This was a never ending game of cat and mouse. Rhino's attempt to charge her further disrupted her confidence, and her position in the battle. She ducked her head, and did a forward roll to dodge out of the way.

A blast of energy knocked her back. The armor managed to hold up, but for how long it was not known. Beetle hovered over the top of her. He circled his prey like a shark smelling blood. She was glad that all of the civilians seemed to be out of harm's way. She noticed the sounds of combat came from the other side.

'_Peter's over there on the other side,'_ Gwen thought desperately. She tried to web the Beetle into place. The Beetle with expert precision and fury dodged away from the attack, and dropped down to the ground. _'I can't worry about it now, got to worry about the Beetle.'_

The games continued. Three years ago, and counting when she put on the suit, she had been rather rough around the edges. The necessary training she got had hardened those edges. Gwen had no super powers, so she needed creativity and the gadgets on the suit to help maneuver herself into the attack.

Rhino trying to carve her to pieces from the suit caused her to be thrown off. Gwen had to regain her footing, and fast, if she did not want to be a part of the obituary column for the next day. She dove at Rhino. Rhino used his horn as another attempt to attack her. Beetle dove in for the other side.

A creative mind would take advantage of every single opening. That was the only thought in her head. She maneuvered herself in the air. As she pivoted slightly to the right, Beetle dove down. Gwen dove off to the side a little bit more. Rhino crashed into Beetle. Neither was injured too much, but the momentary distraction was more than enough to really allow Gwen to return to the attack.

She fired a huge blast of energy. Rhino was staggered. She doubted she had the necessary power resources to knock Rhino completely out of commission. The female web slinger stepped in, and prepared to maneuver in for the attack.

She wished she had Peter's spider sense. For if she had, it would have warned her that Sandman's sand fist cracking across the back of her head. She landed onto the ground, and winced. Thankfully she was not damaged.

Rhino stepped over, and bent down, taunting her. "Ah, the girl bug ain't so tough now? Let's see how she'd look on the bottom of my foot."

The armor clad heroine knew it was time to scatter, and she staggered out of the way. She tried to find a way to escape. Rhino charged once again. She used another line of webbing, which hopefully blinded him long enough to stagger around.

Thankfully this did the job. She was able to get back on her feet. Beetle was still around, hovering in the air. He stalked her, and calculated each and every moment. Gwen clutched her fists, and was about ready to clip his wings.

The ground began to shift underneath her, and she was standing on sand. Sandman held her in place. Gwen struggled, and Sandman held her more tightly.

"Crack open her helmet, and see who she is," Sandman said.

"I don't think so!" she yelled.

Gwen blasted the Sandman. She managed to disrupt his sand particles enough to make a difference. Beetle was down upon her. She blocked his attacks with her hands. The two armored clad heroes jockeyed for position. They swung around, and around. Iron Spider managed to get the better of that exchange. Beetle went flying off to the side, and landed hard on the ground.

He was taken out of commission by this throw. Or he was for the moment, before he got back to his feet. There was one thing that could be said about the Beetle that remained true. He was a super villain that kept on ticking no matter what. Gwen wondered if she could hold on for much longer. The sounds of combat reminded her that she had to get to Peter.

Then again, perhaps he would have to get to her first. One of the arms on her armor was slightly damaged. That made things a bit more problematic, she would have to admit. Gwen aimed a blast of light to try and blind her attackers.

Beetle and Rhino both staggered. Gwen dodged, and pivoted to the left. Then she ducked, and spun around. The clock winded down with each passing moment. She pressed forward, and managed to knock them around. Beetle's force fields were up, which means she was close to taking him down. All she needed to do was hang on.

Rhino slammed down to the ground for the impact. He grunted, and Gwen wrapped him into place. She could not help, but be relieved. The battle was a bit tougher now that it was just her against Beetle and Sandman. And she was sure that Sandman was only half there, dividing his attention between her, and keeping the sand wall up.

Perhaps she could use this to her advantage.

'_Hang on Peter, I'm coming,' _Gwen thought. She fired at Beetle again and again.

* * *

"This is the last time you make a fool out of me, insect," Shocker growled. The criminal stalked Spider-Man. He aimed his weapon at him. He was intending to put the web head down into the ground for a long time.

"After all of these years, and you still haven't figured out that spiders are in fact arachnids," Spider-Man thought. He shook his head. "I guess some people never learn."

Half of the street had already been blasted from their battles.

Spider-Man dodged a blast from the power gauntlet. The web slinger rolled out of the way, and avoided several blasts with the gauntlets. The web slinger moved around, and dodged even more attacks.

"You'll pay for making a fool out of me," Shocker grunted.

"Nah, Shocker, you do a pretty good job of doing that yourself," Spider-Man taunted him. He swung out of the way. "And keep telling yourself to defeat me, and one day it might come true."

Shocker angrily blasted Spider-Man. The web head avoided the attack once again. He ricocheted off of the wall.

"Come on Shocker, you can't hit the broad side of a barn door with those things," Spider-Man taunted. The web slinger continued to evade the blasts of air. He was not going to get nailed with those concussive blasts. Another attempt to blast Spider-Man, and once again the web slinger dodged them. He bounced off of the walls. "And another miss, you know this is getting kind of pathetic. I got to be embarrassed for you."

"Just stay still!" Shocker yelled.

That was the wrong thing to say. The web head was out of the way immediately. Spider-Man tensed up. He heard the Vulture hovering over him. He knew this battle was going to be a hard one to begin with. The Sinister Six was trying to box him in. He knew that Mysterio was hovering in the background somewhere.

Spider-Man knew what he had to do now. He jumped up. He was between Vulture and Shocker. If he timed this one right, he would be able to take Shocker and Vulture down. It would be a one-two punch.

"And once again you missed!" Spider-Man yelled. "How do you keep missing?"

Shocker growled in agony. He pointed his gauntlets, and fired a blast into the air. Spider-Man once again began to dodge the attacks time and time again. The web slinger swung around and around, and knocked Shocker for a loop. Shocker smacked Spider-Man and sent him back. The web slinger was cracked in the ribs. It was just a shot that he had to take, to get back into the battle.

The web head allowed himself get back to his feet. Vulture dove down, and then Spider-Man webbed Shocker's gauntlets. Shocker aimed his gauntlets at Vulture. They blasted Vulture, and knocked him for a loop.

Vulture was caught off guard. So was Shocker. Spider-Man removed his gauntlets last, and then knocked him out. The next movement he made had Shocker webbed to a light post. Shocker was dangling upside down. He was trying to kick himself free. Yet, there was no getting free for this criminal.

"Well, that was easy," Spider-Man said, and now several glowing creatures appeared before him. They danced around him. "And the hard part just began."

"That's right Spider-Man, you may have defeated these inferior opponents, but now you are going to have to face the master of illusion known as Mysterio!" Mysterio yelled.

Spider-Man shook his head. He already had a bit of a shoulder injury after his battle with the other members of the Sinister Six. He did not want to go head to head with Mysterio or deal with his games. Yet, Gwen needed him on the other side. He dodged Mysterio's attacks.

His illusions were vivid. However, once Spider-Man could figure out the trick, they were no sweat to defeat. Spider-Man just had to pick up the trick. That was all he had to do. The web slinger bounced back into the battle, and began to hammer away at the duplicates of Mysterio. His spider sense should hopefully have guided him to the right one.

"Give it up Spider-man, your wits cannot hope to defeat mine!" Mysterio taunted.

Spider-Man shook his head. "Yeah, Mysterio, the one thing I really can't hope to defeat is your big mouth."

The web slinger popped back into the attack. He began to fire a series of kicks. His web shooters had been loaded, and he grabbed onto Mysterio. The webbing latched onto the real one. Once his illusions had been unmasked, Mysterio was not much of a fighter.

The web head had knocked his adversary down to the ground with expert timing. Mysterio backed up, holding his hands in the air. Spider-Man disabled the device, and webbed Mysterio's arms and legs together. The master of illusion was down on the ground.

"And then there were three," Spider-Man said. He swung towards the large wall.

He braced himself for impact. This was not going to be pleasant at all. He connected with the wall. The web head bounced off, and there was nothing, but pain.

'_There's got to be another way around that wall,' _Spider-Man thought to himself. All he had to do was find the way, and he would be there. The web head managed to move around, and tried to pound on the wall. There was no way around. _'Okay, got to figure this one out.' _

Spider-Man had to get past there. The large fist of the Sandman swung out. Spider sense allowed Spider-Man to dodge the attack. Sandman's sand particles smashed down onto the ground. The web head rolled over, and took another deep breath. He got back up to his feet and continued to press forward for the attack.

He had to get through. Sandman was an opponent that he defeated in the past. This was not his first day throwing on those web shooters. He seemed more powerful this time, but Spider-Man still was determined. The web head continued to fight, and press forward.

* * *

Iron Spider zipped to one side. Beetle zipped to the other side. The two armor clad fighters circled each other. The two circled each other. Both of them tried to jockey for position. The Iron Spider ducked her head, and did a somersault. She avoided each and every attack by the Beetle. The Beetle managed to keep on the trail of the Iron Spider.

Iron Spider sent several lines of electrified webbing at the Beetle. Beetle cut through the electrified webbing like a hot knife through butter. She extended her spider legs, and tried to get high into the sky. Beetle crashed down onto the ground. There had to be a way to defeat him.

'_Think Gwen, just think,' _Iron Spider thought. _'Okay, let's see, those power cells on his back, they've got to be the key. I just got to run them down, and I'll have it.'_

Iron Spider shifted positioning. The Beetle extended the wrist blasters, and fired lasers at her. Iron Spider ducked, and dodged around it. Rhino was still on the ground, out like a light. Beetle was getting closer, and closer to her. Iron Spider had to keep moving. She was nearly able to dodge every single attack. She ducked her head, and Beetle dove at her. Immediately, she webbed around the Beetle, and caused him to fly around to the other side.

Beetle crashed and burned to the ground. Iron Spider took a deep breath, and saw what the Beetle had landed. The power cells were on his back, but not for long. With an iron grip, she pulled them off. The Beetle's wings had been clipped, and she knocked him down to the ground.

She stepped back to survey what she had assumed to be a job well done. It did feel satisfactory to take the bad guy down. She allowed herself a deep breath. Then the wall of sand rose up towards her. While she did not have spider sense like Peter did, Gwen did have a good sense of when to duck. That is what she did to avoid Sandman from attacking her.

"Spider-Man!" she yelled desperately.

There was a grunt from the other end of the wall. Iron Spider tried to hammer through. Sandman had held her in place. She managed to use the propulsion thrusters on her boots, and this knocked Sandman back. This allowed Spider-Man to slip through. The two arachnids were together again, but they had company. The Sandman rose up high into the air, and crashed down to the ground. He nearly buried them alive in the sand. Iron Spider blasted out, sending sand particles flying every single direction.

"I've got an idea!" Spider-Man shouted, and he somersaulted out of the way. He used a line of webbing to help propel the pair of them up. Iron Spider followed behind him. The two landed on the other side of the truck. "When I was fighting him, I saw a wax works museum. If we can lure Sandman away, we might be able to put him down for the count."

Iron Spider paused, and dodged the latest sand attack. "That's easier said than done!"

Spider-Man knew that all too well. He had to keep dodging, and ducking every attack. Iron Spider followed him forward. The two lead Sandman on.

"This way, it's this way!" Spider-Man called. He turned around. "Hey silicon brain, you think you can get the better of us! Well keep trying, come on that's it!"

Spider-Man dodged around the attacks of Sandman. The creature just looked to be absolutely angered beyond all belief. The web slinger kept on the attack. Sandman held up two large sand hammers and swung them with absolute fury. Once again, Spider-Man kept on his feet, and dodged the attacks. The web slinger continued to duck, and dodge every single attack.

Spider-Man and Iron Spider lead the charge. Sandman followed them, like a tidal wave of sand. His fists were outstretched.

"Through there," Iron Spider said, and Spider-Man just nodded. "Alright, one entrance coming up."

She blasted the entrance open. Spider-Man and Iron Spider dropped down. Sandman followed them inside. He raised his large sand fists, and tried to smash them. Both arachnids threw themselves out of the way of the attacks. They continued to move forward each and every single step. They were getting closer, and closer.

"I'll crush you!" Sandman yelled.

Sandman swung his fists. The two spiders dodged the attacks.

"Do you have anything more intelligent to say than that?" Gwen asked. Sandman growled, and rushed her. "Yeah, I thought not."

The two web slinging spiders tried to keep maneuvering Sandman. Spider-Man threw himself in front of the showers. Sandman tried to dive forward, and bury Spider-Man. The web slinger gave the signal, and Iron Spider activated the jets. By the time Sandman realized what was happening to him, it was much too late. The hot wax had flooded him. It would not hurt him, given the nature of his powers. However, he would be trapped for a while.

The two spider themed heroes stepped back. They had most certainly felt like they had a job well done. Out in the city, Beetle was down, Vulture was down, Shocker was taken out, and Rhino was down. Sandman had been immobilized in a wax statue, and most certainly would not be getting out any time soon.

There was one person missing.

"Wait a minute, Mysterio!" Spider-Man shouted.

The two spiders looked around, and the master of illusion was conspicuous by his absence.

Iron Spider sighed. "It looks like he managed to escape again."

That was becoming too often a problem with Mysterio. It had been years since Spider-Man had the displeasure of dealing with him. Now he had disappeared into the night, with another slight of hand trick. The web slinger felt absolutely frustrated.

"We'll get him next time, he can't hide forever," Iron Spider said.

Spider-Man nodded. He hoped that she was right. In fact, he knew she was right. There just had to be a way. For now Mysterio was still going to be out there, but at least five other villains had been put behind bars.

That was a start. Now there was the matter of the individual who had hired these villains.

* * *

The Rose slapped his palm down on his desk. All and all, the events of the evening could have gone much better. However, all things considered, they were not considered to be a failure. The man stood and his arms were folded. He heard the news. Spider-Man had managed to save the day, and put five out of the six villains back in prison. This was not encouraging news, however it was far from damning.

Seconds ticked by, and soon the web slinger would be brought down.

While Spider-Man was out fighting the big fish, the Rose and his men had managed to pull off several heists, and smuggle several high priced items in the city. The street value for the items would put money in their pocket, and raise their prices. The web slinger was distracted by putting away some of his most deadly enemies. The police were more than easy to deal with. A few hundred dollars here and there and many of them were inclined to look the other web.

The Rose watched the events of the last evening unfold before him. He managed to uncover the security footage from the battle involving Spider-Man against his six villains .The New and Improved Sinister Six did the job. While they were not perfect, the team had potential. At that moment, the Rose had looked up, and noticed Mysterio walking into the hideout. His cape fluttered into the distance. The Master of Illusion stood, and waited for the Rose to acknowledge him.

The Rose did so with a brief nod of his head. He motioned for Mysterio to speak. The master of illusion did not disappoint on that front.

"Once again, Spider-Man makes a mockery out of me," Mysterio said.

"I wouldn't say that he made a complete mockery out of you," The Rose offered. Mysterio stood before him, and the Rose decided to elaborate what he had meant. He tapped his fingers on the desk, drumming them off. "Out of the other criminals, you were the one can safely say that you did escape with your dignity intact."

Mysterio stood and nodded. This much was true. His illusions had fooled Spider-Man once again. He had the funding of the newest criminal boss in the city. If he had played his cards right, he would be completely unstoppable. That much gave him more than enough reason to smile. The master of illusion turned towards the Rose. There was tension in the air between the two of them.

"I trust that you do need my further assistance," Mysterio said.

The Rose held onto the edge of the desk, and nodded. "Your further assistance will be needed on a case by case basis. I stand by what I said. You were able to slip through, and avoid detection. That makes you among one of the most valuable assets in any criminal empire."

The Rose paused for a moment. He then proceeded to add to Mysterio as an afterthought.

"We'll keep in touch."

Mysterio nodded in agreement. He turned on his heel, and walked off. Today's events had proven that he was not washed up. Spider-Man might have gained a minor measure of victory over him. However Mysterio had won the war. The battle was far from over between him and Spider-Man. He walked off to plan his next criminal caper.

The Rose sat to ponder his predicament. Today's battle had gone mostly smoothly. There were times where he doubted his ability to get the job done. While Spider-Man still lived and breathed, that was a matter that would be corrected sooner rather than later. He had time and patience. All he had to do was wait for the right moment.

That right moment would come. The Rose stood in the shadows. He was beginning to fill the power vacuum left behind when the Kingpin had left. The city would soon forget about the Kingpin. The Rose would be the one that everyone would respect, and would come before to ask for favors.

"The shipment has come in," The Rose said. He waited on the other end for confirmation that was the case. "Yes, I understand. Make sure everything remains in order. I'm counting on you to ensure that everything remains on schedule. Spider-Man will not know. Your men have not had any trouble with the other nuisances that have been giving you trouble. Nothing from the Punisher or Daredevil? That's excellent."

The Rose dropped the connection. He had plenty of time to ponder his next move. It was going to be far from over between him and Spider-Man. The two would clash with each other. The Rose fully intended to succeed where others had failed. He would put a parking lot over the top of the web head.

Now all he had to do was play the waiting game. The Rose leaned back. Today's victory was not complete. However, he would be able to enjoy the fruits of today's performance, and had a solid foundation to build onto.

The thorns of the Rose would cut through the criminal underworld.

He would succeed where the Kingpin failed. The man behind the mask would rise to higher heights.

* * *

Gwen smiled in spite of what happened today. There was an intense battle with her and Peter against the Sinister Six. The two of them had fought hard against their enemies. In the end, five out of the six had been taken out. She looked at her Iron Spider suit. The old girl had taken a few dings, but they would be easily fixed in no time. The blonde girl sat back on the couch, and a smile crossed her face. Peter joined her a moment later.

"Well, things could have gone better," Peter said. Gwen just raised an eyebrow. "I mean all things considered, things could have gone much better. The Sinister Six reuniting and five out of the six were captured."

Gwen looked at her fiancée with a smile. She wished he had been a bit more optimistic, but the years of crime fighting had caused him to just see the darker side of crime. The two sat down on the couch. They ate the sandwiches, and juice that they had prepared on their way out. Gwen sat with Peter, and smiled at him.

"Sure, Mysterio got away, but we managed to get five out of the six of them," Gwen said. She looked at Peter with an optimistic expression on her face. "Beetle, Shocker, Rhino, Sandman, and Vulture, those are five of the most deadly enemies."

Peter had to agree. They were taken out of prison, and then put back in. Mysterio was the only one who had slipped in the night. The two of them exchanged an expression. Peter was really thinking about what had happened today. He was trying to determine exactly who was behind today's attack.

"Who do you think who was behind it, Gwen?" Peter asked.

Gwen looked thoughtful. She looked at Peter at that moment, and shook her head. "I don't really know who it was. It could have been a new player on the scene. Someone had to have the resources to get them out of prison. It could have been the Kingpin or Doctor Octopus."

"It could be," Peter suggested. However, he was not too sure. "I'm leaning towards a new player. All of the crimes that have happened recently, there just seems to be like there is someone else new on the scene .And this someone won't be going down easily. He might be someone more dangerous."

If Peter had to think about it, this new player was someone who was completely desperate. Desperation was something that made for a far more dangerous foe than anyone else. He closed his eyes and thought about everything. If he could figure out who this new player on the criminal underworld was, then he might be able to figure out who this enemy was.

"One day a time, we knew it was not going to get easier," Gwen said. She rested back, and snuggled her head on Peter's chest. Peter wrapped his arm around her. They were equal partners, and they would get through everything together.

Peter had nodded. That much was the truth. He thought a few times that Spider-Man was not the solution out there. However, it was part of the problem. A huge part of the problem, as these criminals kept coming back again and again. He was the main target. There have been more of his fair share of critics who had really ripped into Spider-Man, and had said that he had caused the criminal element more than helped solve them.

"Spider-Man saved the day once again, and that must count for something," Gwen replied with a smile.

Peter had to nod. That had to count for something. It always had to count for something. Even if Mysterio was still out there, and even if the mastermind behind this was still out there, the other members of the Sinister Six were put behind bars.

He leaned back with Gwen, and relaxed. It was time to unwind. It was the calm before the storm before something else was inevitable to happen.

Peter did not know what, but he would be ready. He had a great girl on his side, and that was half of the battle.

**To Be Continued in the Next Arc "The New Class."**


	3. Chapter 3: The New Class

_With this update, we mark more updates than in all of 2011 for the Spider-Man Chronicles series. So yeah. _

_Funnily enough despite updates having crawled to a um crawl, I am kicking around the ideas of two more Spider-Man related stories that I hope to get out and rolling before 2013 is over. One is a Crossover with Smallville with Peter/Chloe as the main pairing, and the other….well see the announcement in my profile. It's based on a certain statement that Deadpool made in Book One. So yeah, go vote in that poll if you're interested, or don't if you're not. _

**Chapter 03: The New Class. **

"You've got to be kidding me, this is still a thing?"

Those were the words that came out of Gwen Stacy's mouth. Biting her lip, the girl's eyes contorted in thinly veiled disgust. Her eyes were on the television set, and she watched the latest anti-mutant propaganda. For the past three years, the Friends of Humanity had been hanging on by the barest of threads. Graydon Creed remained in a catatonic state for all of these years. There were many who speculated what happened. There was a great deal of stress that was put on him.

The man who had founded the Friends of Humanity had been put out of commission. That much was for sure. However, the people who had believed his lies had lived and continued to push on with their anti-mutant crusade. Despite the fact that mutants were more accepted than they were a few years ago, there was still a fair share of anti-mutant hatred. That would always be the case, no matter how far people had come, there was always those individuals who wanted to drag everyone and everything down again.

That hatred was something that turned the stomach of Gwen. She watched the scenes that played across the screen. They were not as vivid, or the words as strong. However, the very nature of everything was there. Gwen tapped her foot. She looked up, and saw Peter arrive at that moment. Peter walked inside and started to look around noticing Gwen when she stood there.

"Gwen what…." Peter started and then he trailed off. He saw the latest Friends of Humanity propaganda piece move across the screen. A disgusted expression spread across his face. "Oh, yeah, these guys."

"Yeah these guys," Gwen said. Her face flushed with a mixture of agitation and irritation.

Peter looked at Gwen with a serious expression. Gwen shook her head, and thought about everything. "Yeah, I know I really should look away. And I'm trying to. It's like a car wreck."

"Ugly and hurts a lot of people?" Peter asked.

Gwen nodded immediately. That was the most apt metaphor that they could think of. Gwen stood up with a look of disgust crossing her face, and watched the commercial wrap up.

"Pretty much, yeah," Gwen said. She looked at Peter with a smile on her face. "I'd like to live to see the day where people did not have this kind of attitude. Where they look at people who are different in a negative light, and just discriminate against them, but it does seem hopeless, doesn't it?"

Peter just gave Gwen a consoling look. There was a big part of him that wished for that too. However, people had been waiting for that day for years. There were no more Friends of Humanity propaganda pieces on the television at that point. They were fewer and further between than they had been in the past. Hopefully there would come a day where they don't have to have that trash shoved in their face.

"I can't believe we have them in our hands," Peter said. Gwen looked at him with a questioning expression. "You know, our college diplomas"

Graduation had occurred a few days ago. And it had gone without incident. With the new mob activity out there, Peter had half expected something to happen. For once in his life, he had gotten out of a situation without anything bad happening. He stepped forward, and held Gwen's hand.

"The two of us, we managed to get through that" Gwen said. She smiled at the thought of the situation. "And remember the promise that Professor Xavier made to us a few years ago?"

"We would get teaching spots at the Xavier Institute if we had gotten our degrees," Peter replied, remembering it well.

The X-Men were still out there. They were still fighting a world that hated and feared them. The roster had undergone many changes over the years. Team members had left, some new ones had joined, and other team members returned after a short time away. Peter and Gwen kept in touch with many of their friends in the X-Men, and would be meeting up with them shortly.

From what they heard, Professor Xavier had just had a fresh recruitment drive, and recruited several new students to the Institute in recent time. Peter and Gwen thought this would be the best way to get their feet wet in their new teaching degrees. Kitty had told them that the newest students were a spirited bunch, and warned them to be on their guard.

How bad could they be?

The next step in adventure waited for them. Another Friends of Humanity advertisement popped up. That was silenced, when Gwen had muted and then turned off the television.

"Yeah, I think we've heard enough of them for one day," Gwen replied.

Peter would have to agree. He joined Gwen walking out the door. Checking the time, they made their way to the Xavier Institute. It would be good to touch base with friends. The two suited up in their respective outfits, and hit the streets. Providing that they did not run into any trouble, the two of them would make it to the Xavier Institute within the next hour or so.

Patrol went smoothly. Not even a jaywalker or a carjacker was found by either spider themed hero. Once they saw the streets were cleared, it was off to the Xavier Institute.

* * *

The Xavier Institute for higher learning had been through many trials and tribulations over the past number of years. Yet, the dream of one man stood strong. That man was Charles Xavier. He had founded this school nearly seven years ago, and took in his first class. His knowledge of the abilities of mutants allowed him to train them in said abilities. Some had joined, and others had gone on. Still for the past seven years, many students had passed through the halls of the Xavier Institute.

Peter and Gwen walked up to the Institute, and took the sights in. It was an amazing building. And it had not been destroyed by any kind of attack for the past several months. That must have been some kind of record. Peter and Gwen had counted the Xavier Institute being destroyed nine times within the past five years, and there were several other attacks. The two were sure that they were missing some.

"So, I feel like we breached another barrier in our development," Peter said.

"You mean we finally got the diplomas in our hands, and we're qualified to teach," Gwen retorted, and Peter responded in confirmation. "Xavier said that he would pay us well."

"He's a man of his word," Peter said.

Charles Xavier had a dream for peace where all humans and mutants could live in harmony. It was a dream that many individuals scoffed at. Never the less, he kept pressing forward. No matter what, he would not let up. The dream of Charles Xavier would continue to live on for as long as he could manage. Gwen was the first one to reach the door. She lightly knocked on it.

The door opened and a brunette girl with freckles answered it. She was a head shorter than both Peter and Gwen. Her name was Katherine Pryde, or Kitty to her friends. She was Shadowcat of the X-Men. At nineteen years old, she had been part of this team since the age of fourteen, and had grown from a wet behind the ears rookie, to a valued team leader. Kitty could shift her molecules, and walk through solid objects, becoming intangible.

"Peter, Gwen, it's so good to see you," Kitty said in an excited voice. "It's been forever."

Peter and Gwen smiled.

"Yeah, it really has been forever," Gwen agreed. The blonde looked at the younger brunette."With all of we've been doing, it must have been a lifetime."

"It's good to see you," Peter said. "The X-Men have been staying out of trouble I take it."

Kitty laughed with mirth at that one. "Well, as much as we normally can. You know us, and trouble. It keeps stalking us. We try to put a restraining order on it, but it just chases us around every corner."

That was actually a realistic explanation about many things. Peter and Gwen walked forward, and just took a moment to reflect on everything that had occurred. At twenty one years of age, the two had been through a lot in their lives. Through the many trials and tribulations, they had each other. The rest of the X-Men sat around the room. They were just resting after a the Danger Room session, and could be feeling the burn.

One of the senior members of the team, Robert "Bobby" Drake sat on the ground. He was codenamed Iceman, for his ability to conjure ice and use it. He had joined the X-Men at the beginning, and now at twenty one years of age, he was considered to be a valuable asset to the team. He had grown a lot, but at the same time had a lot of growing to go.

Laura Kinney sat on the floor next. Codenamed X-23, the seventeen year old girl was given the powers of Wolverine in a sadistic experiment done by Mister Sinister. For all intents and purposes she was his genetic clone. The X-Men had helped her through some tough times, and she was much better. She offered Peter and Gwen a rare smile, and a nod. Peter in particular helped her through some tough times, and she appreciated his friendship.

Rogue was next on the floor. She had the powers of energy absorbing, and she could touch anyone to absorb their memories. Of course, that was a double edged sword, as she could not be in a relationship with anyone ever. This caused the woman a great deal of angst. She had focused her abilities into the Danger Room training sessions.

Piotr Rasputin, or Colossus, stood against the wall. He was a twenty three year old Russian mutant who could convert his body tissue into organic steel. This allowed him a great deal of invulnerability. He offered Kitty a smile, which she returned. The two of them had been dating for almost a year, after dancing around each other for quite some time.

Two of the founding members of the team, Jean Grey and Scott Summers were next. Both twenty four years of age, they had been with the X-Men since the very beginning. Jean Grey had telepathy and telekinesis, along with the powers of the cosmic Phoenix Force. The Phoenix Force was power personified, and she had to work hard to control the darker impulses on it. There were sometimes where she had held herself back, and there were times where she let loose. Of course, Jean shielded these moments from the team.

Scott, or Cyclops, had his eyes hidden beneath a ruby visor. That would allow him to control his optic blasts, which could be used to great force and focus.

The X-Men had many new recruits over the years. One of them was Scott's brother, Alex Summers. Alex and Scott had thought the other dead, but they found out differently just a year back. Alex could fire the same optic blasts that his brother could, only from his hands, instead of his eyes.

The group in this room was rounded out by Lorna Dane. Lorna was a rather shy girl with green hair that had joined the group just a year ago. She was nineteen years of age. Her mastery over all things metal had given them a hint of who her true parentage might be, although it was hard to prove.

Another member joined them. Ororo Munroe, or Storm stepped into the room. As her name indicated, she had mastery of the weather.

"Peter, Gwen, welcome, it's always a pleasure," Ororo said with a smile. "I apologize but Charles had to leave on a mission of urgency."

"We understand," Gwen replied in an honest voice. Someone like Professor Xavier had many things that demanded his time.

"Professor Xavier doesn't seem to want to tell us why he had to leave," Bobby said.

Scott was quick to jump in. "Now, Bobby, I'm sure that the Professor had his own reasons."

Bobby just snorted. He had been hearing that song and dance for years, especially from Scott. There were sometimes where he did not recognize Scott's face without the Professor's backside in front of it.

"We do seem to be short a few X-Men," Gwen commented.

Ororo nodded. Kitty stood by her and elaborated.

"Well Beast is the government liaison between humans and mutants. Kurt decided to return to Germany, and try to reconnect with his roots."

"Any idea when he'll be coming back?" Peter inquired.

"He said when the time was right," Ororo inputted. "And Warren…"

They all knew what happened to Warren Worthington the III, better known as Angel. His wings had been severed three years ago thanks to Norman Osborn and his Sentinels. His love of flying had caused him to be benched, and that had caused bitterness and resentment towards his fellow X-Men.

"I try and call Warren a few times a week," Jean said. "He doesn't want to talk to us."

Scott gave her a consoling look. What happened to Warren had been hard on all of them, especially the original members of the team. Bobby, Jean, and Scott all exchanged looks.

"And then there's Logan," Kitty added quietly.

It was Laura who shifted at that point. It happened six months ago. There was a battle with a group of mutant haters called the Purifiers. They had been trying to take out the X-Men. Logan had seemingly made the ultimate sacrifice, and had allowed the X-Men to escape and live to fight another day. Laura was put off by these thoughts because she felt she could have saved them.

The only hope out there was that they never found his body. Therefore he could still be out there. Although what state Logan was in, none of them had the slightest idea.

"How are you holding up, Laura?" Peter asked.

"I'm fine!" the girl snapped. She had inherited Logan's temper, and his inability to open up to others around her.

Peter backed off. "Fine, but you know we're here to help you."

The dark haired mutant just stood, and her eyes narrowed.

"I need to go for a walk," Laura mumbled.

Laura had no idea why Peter made her feel like this sometimes. She shook her head. It had to be the Danger Room training sessions, they were making her cranky.

"I'd let her go," Rogue said. "Logan…well he was a valued member of this team. He could have his moments of rage, but it's affected all of us."

"And affected Laura even more," Gwen said sadly.

"Yeah, she'll come around, and one day Logan will come home," Kitty added. She tried to keep the optimism present in her tone. "He has to, he's Logan."

Gwen and Peter stood, and Ororo cleared her throat.

"I suppose it's best if we introduce you to your new charges down the hall," Ororo said. "I hope you survive the experience."

Peter and Gwen exchanged a smile. How bad could it be? They had survived a lot. Teaching was just the next great adventure, no matter who they had to teach.

* * *

Getting a group of teenagers/young adults in one place without causing too much of a disturbance had always been something that was a challenge for educators of all types. To add the fact that they had mutant powers into the equation and one might as well have been prepared to pull their hair out. Peter and Gwen stopped outside the door, where the classroom was. A group of students sat around, of different states. Ororo stood behind them, a smile crossing her face.

"They're quite the spirited group, aren't they?" the weather witch asked.

Peter fired back with a smile. "Ah to be young and carefree, and a teenager again."

"It does seem like ages ago, doesn't it?" Gwen added, with a teasing smile on her face. "We're over the hill and all washed up."

"Hey, speak for yourself," Peter bantered back.

"Peter!" Gwen exclaimed, folding her arms, and looked at him. "So who do we have, Ororo?"

Ororo consulted her clipboard, before she looked at them all. She pointed out the redhead girl sitting in the front of the class, laughing with an Asian girl that was near her age. "The redhead is named Angelina Jones, or Firestar, as the codename she has chosen. She generates microwaves, causing heat that can harm anyone she attacks."

"Very interesting," Gwen remarked.

"Yeah, that might be hard to control," Peter said. He invited Ororo to continue, which she did.

"The girl talking to her is called Jubilation Lee, or Jubilee," Ororo commented. Gwen and Peter nodded, and waited for her to continue. "She creates blinding blasts of energy, or to put things in laymen's terms, she uses fireworks that can blind her enemies."

"Great," Peter agreed, and once again, he invited Ororo to continue.

Ororo consulted her clipboard, and pointed out the next two, two boys who were talking in the back. "That boy is named Sam Guthrie, or Cannonball. He can propel himself into the air with the force of one."

"So the name is apt," Peter said.

"Yes, " Ororo agreed. "And the boy next to him is Roberto de Costa. He has chosen the name Sunspot, and can absorb solar energy for flight, and has certain other abilities that have manifested through his X-Gene."

"And the final one," Gwen, and Ororo took that as the opportunity to explain.

"Her name is Megan Gwynn, she just arrived at the Institute from Wales today," Ororo said, and she kept an eye on the girl who was just settling in to the team. "She can manifest wings which enable flight. She is also able to utilize pixie dust to create a hallucination effect on her opponents."

Peter and Gwen exchanged an expression at that moment. They were going to offer no comment, even if that last power offered some intriguing possibilities. They stepped back, and Ororo briefed them with more information.

The members of the New Mutants class were talking, and just hanging out. However, the presence of the new arrivals outside had not gone unnoticed. Jubilee in particular was looking out the window of the door with interest.

"I wonder who the cutie is," Jubilee remarked.

"New teacher," Sunspot told her. "Didn't you hear about it, or were you too busy gossiping?"

"No, I must have missed it," Jubilee remarked, and watched everything.

"He is rather hot," Firestar commented, and she surveyed the new teacher.

"And about to be married, if you saw the ring on the other girl's finger," Cannonball said. "The other new teacher, she's his long term girlfriend, or so I heard. They've been together since High School."

"High school sweethearts, that's so romantic," Jubilee said, positively gushing. "Still, about to be married or not, you can't admit he's not easy on the eyes. Right Megan?"

Megan, or Pixie as her codename was, blushed, finding her gaze lingering on Peter. Granted, the other two girls in the room stole their share of glances.

Ororo had noticed them looking. Gwen's face twisted with amusement.

"It seems like three more girls have fallen to the charms of Peter Parker," Gwen teased him. Gwen had taken such things in stride.

"Ah, you're the only one in my heart, Gwen," Peter said, wrapping his arms around her.

"I know," Gwen said with a grin.

The fact Peter got a huge amount of attention, both in and out of costume, was something that Gwen was more than used to at this point. He did attract just as much female attention as he did attempts on his life. Gwen could not get jealous, and really could not fault these girls for their good taste.

"You can begin teaching tomorrow, right now I can show you to your office," Ororo said.

"An office?" Gwen asked, and a grin spread across her face. "Wow, we're really moving up in the world."

Peter had to concur. They had come a long way, and hopefully if they had any role in the ongoing expansion of mutant and human relations, it would be worth it. Gwen and Peter walked with Ororo, who appraised them on several changes that had gone on in the mansion over the past few weeks.

The Xavier Institute was one that was always subjected to change, to make sure young mutants got the training they needed. Peter and Gwen prepared themselves to be a part of that change, and preparing to lead the next class of X-Men.

* * *

"So what did you think of them so far?"

Kitty asked Peter and Gwen this question as they had walked down the hallway. The two exchanged an expression, before Peter offered his honest answer about what he had seen so far.

"I don't really have that much to go on," Peter told Kitty. Kitty's eyebrow rose, and she invited for Peter to continue. "Seriously, I just got here, and just popped in on the five of them. They do seem to be a rather spirited group, like Storm said."

"Spirited is putting it mildly, so I guess we're going to be teaching together, the three of us," Kitty replied. The girl reflected on the past "I remember when I was the plucky young recruit, with stars in my eyes, and hope for something in my heart."

"And look at you now," Gwen replied. Kitty folded her arms over her chest, and looked at the older blonde with a smile. "You're practically one of the senior members of the team."

"Well it was bound to happen, sticking around for enough years," Peter added. He remembered his early team ups with the X-Men. It did seem like it was a lifetime ago, and in some ways, it might as well have been. There were many mistakes on the road, as he grew as Spider-Man.

"Hopefully they don't drive you guys too nuts," Rogue said when she popped up. "So, did the girls fall for the Peter Parker charm yet?"

"Yes, about five minutes in," Gwen responded.

Kitty looked amused, that was the case always. Peter seemed to attract female attention, and most of it was unwanted, and in a few cases, it was downright psychotic.

"That about figures," Bobby said, popping up to join them. "Still after all of these years, I don't know how you do it."

"Well there's really no secret, Peter just is himself, and that's what makes him great," Gwen answered.

Peter looked rather pleased with himself.

"Ah, Gwen, you're making me blush," Peter said, but he looked pleased with himself.

Gwen nudged Peter with a teasing smile, and a mischievous twinkle in her eye. "Yeah, but don't let it get to your head."

"If Peter let it get to his head, I'd eat my hat," Bobby said in a confident voice.

Rogue could not resist chiming in at that moment. "Do you even own a hat?"

"I'd get one just so I could eat it," Bobby fired back.

A fond smile crossed Gwen's face at the interplay. This was the kind of banter that she had remembered from her brief stay at the Xavier Institute. It was something that she enjoyed when it happened. Peter's eyes also danced with remembrance to those days. It had been one of the most tiring times of their life, but on the other hand, it was spent with friends.

Laura sat, watching, her arms folded. The girl seemed to still blame what happened to Logan on herself. Peter had been down that road before, blaming himself for something that had happened to a love one. There was a still a chance that Logan would have been out there. Peter decided to edge away from everyone. He took a step forward, towards Laura.

"What?" Laura asked.

"Look, I'm sorry, it must be very hard," Peter said.

Laura folded her arms, but her expression softened. The fact was that if anyone knew what she was going through right now, it was Peter.

"It should have been me," Laura replied in a flat voice.

"But it wasn't you, and Logan might be out there, we can't give up," Peter said.

"Are you always this much of a fool to the point of blind optimism?" Laura remarked. The truth was that she did not mind this quality about Peter. In fact, she found it rather endearing, and kind of cute. That fact was that she would deny it to Peter's face, or anyone else's.

It was Peter at that point who had a remark.

"Well, I could have gotten buried alive under my own self-loathing, and in fact I have a few times. It's a dark place to be."

"You should start writing a self-help book," Laura said, but the girl turned around, closing her eyes to hide the expression on her face. "I'm just taking a look at the Danger Room programs. Logan used to run these things all a time, and if…if he's gone, I would want to do a credit to his memory."

"Yeah, but don't kill the new kids on their first day," Peter told her.

Laura offered a small grin. "Don't worry, I'm not going to kill them. Maybe I'll make them sweat it out a little bit. They look like a group that should be knocked down. Just sit back and enjoy the show, Peter."

"Hopefully it won't be a horror show," Peter retorted.

Peter walked over towards Gwen. Gwen looked at Peter, silently asking the question without words.

"She's coping in her own way," Peter replied to Gwen.

Gwen just offered a nod. Coping in one's own way was the best that someone could hope for. Now Gwen walked Peter over, and they saw the New Mutant Class of the Xavier Institute. The other senior members filed in.

"I can barely watch this one," Alex said.

"Yeah, I remember your first time, little brother," Scott told him. "Didn't you almost pass out?"

Alex turned around with a cross expression filling his face. Both Jean and Lorna looked rather amused at the interplay. Peter and Gwen stood back, and watched the few new students enter the Danger Room.

'_Hopefully they survive the experience,' _Peter thought to himself, and that was really honest.

* * *

The new recruits had been bold and brash, with stars in their eyes. That was going to be a notion that would be corrected shortly. The Danger Room would break them into the X-Men officially. Peter and Gwen watched the session. Both of them had a few rounds in the Danger Room during their day, and there was one thing both of them could agree with. It was no picnic inside that room. It was important to keep their heads up.

"I kind of wonder if they know what they're in for," Peter commented.

A smile crossed Gwen's face, and she watched them. "Well, they're going to learn what they're in for shortly. It's not as if it's a mystery for too long."

Peter stiffened before he nodded in agreement, and watched everything happen around them. The five newest members of the X-Men, the New Mutants class entered, and braced themselves for what was to come. Cannonball, Sunspot, Jubilee, Pixie, and Firestar all stood ready. All of them seemed determined for the most part to make a good first impression.

"They might be determined to make that good first impression," Peter offered. His expression turned into a knowing smile, and he watched the young mutants circle in. "But I think it's going to be the Danger Room that's going to offer its own impression on them."

"Maybe they'll do okay," Gwen offered. There was something about this notion that she doubted, but it was best to keep a head up and about.

Kitty, Rogue, Bobby, Jean, and Scott joined them outside of the Danger Room, with Ororo following them. Given that they were the most senior members active on the team, it was up to them to observe everything, or perhaps to stand back and let the charge unfold.

"Just remember, this is a test simulation, to see where your powers lie," Ororo informed them. "Improvisation is crucial, so think on your feet, and do not be afraid to step outside of the box of what seems to be conventional."

The New Mutants all stood, and eventually the Danger Room lit up, and was ready for them. The lights blinked on and the training program was loaded. The five young mutants stood ready for what the Danger Room could throw at them.

"Novice training level one, begin," the Danger Room droned.

A look of agitation crossed Firestar's face, as the redhead girl frowned. "Please, novice training, I thought we were going to sign up to learn how to…"

Firestar never finished the statement that she made, for a laser cut through the air, and nearly struck her. The mutant youth got the hint that something was happening that was about ready to make her eat her words. Pixie and Jubilee stood around. This was their first taste of what being a potential X-Men was all about. Cannonball was the first one to really get one clear shot, but his powers were all over the place. Some of them panicked.

Peter and Gwen watched, with their arms folded, and just mentally took notes. They did have a basic understanding of their powers, and for a practical exercise, one could argue that they were not doing bad. The team moved around, and tried to get some semblance of coherency.

"Yeah, I don't think it's going too bad," Kitty replied. "Mostly better than my early Danger Room sessions, and I'd like to forget those, thank you very much."

Gwen smirked, and remembered the stories that Kitty had told her of those embarrassing early lessons with the X-Men. They had been extremely valuable life experiences. The New Mutants circled the room, as the watchers on the outside monitored their progress.

Ororo was carefully yelling out instructions and advice whenever she could. "Do not lose your focus in there, remember to take a deep breath and calm yourself when you have a second. Do not take too long, and do not let everything overwhelm you!"

Jubilee gave a little yell out that showed that she was very overwhelmed with the situation. Sunspot looked at her, with a roll of his eyes.

"Storm said keep it to together," Sunspot said.

Pixie piped up at that moment. "We can do this."

"We can't do this!" Jubilee fired back.

Firestar looked as bold and confident as ever, and disrupted a few of the lasers with her microwaves. "I'm going to say that we can do this, and we need to keep moving. Come on team, stick together."

"Angelica's right, we can't go to pieces in the first raining session, what will that say for us?" Cannonball asked. It was a rhetorical question with no need to answer.

The team was starting to show a bit of cohesion, but it was a long way for them to go. Peter observed them. The team tried to keep their attention to what was happening in the room, and the five newest X-Men continued to fight through.

"So, what do you think?" Gwen asked.

"A bit rough around the edges, when you think about it," Peter chimed in.

Gwen nodded in agreement, and Kitty was the next one to pipe in with her two cents. "They do have some potential, if they can get it together and stay focused."

"That's a big if for some of them," Rogue said, noticing that their concentration wavered.

"Yeah, but if they keep it up, and stay here, and are willing to learn, we'll be able to help them," Kitty answered.

Mutants came and mutants went at this school. There were some who had stayed at the hallowed halls of the Xavier Institute for years, and others who had left only after a few months. That would continue to be the case. Storm kept an eye on everything, and the Danger Room session ended. The five would be X-Men stumbled out of the room, breathing heavily.

Laura stepped up, having watched from the shadows. The mutant offered her assessment of the situation, and eyes were narrowed out everyone. It was her way in following in Logan's footsteps, as lofty as a goal that may be.

"Decent work, the real training starts tomorrow," Laura told them, a slight smile crossing her face.

The new students groaned, and Laura vowed to take some time to head into the Danger Room to really cut loose. She was in need with some stress relief.

"Well this should be an interesting new chapter in our lives," Gwen added.

Peter responded with a smile, and gripped her around the waist. "Yeah, and one that will have many turns."

Peter and Gwen stood with each other, and both thought about what the future was to bring. It would be an interesting one for sure.

**To Be Continued in the Next Arc "Prodigal."**


End file.
